Corporate Investigations Newsletter- July 2025

The Corporate Investigations Newsletter aims to provide information on the main media news, trends, cases, and legislation concerning compliance, white-collar crime, competition and international trade matters in Brazil and abroad. This newsletter is for informative purposes only, and should not be used for decision making. Specific legal counseling may be provided by our legal team.

Enjoy reading!

Compliance and Investigations, White-Collar Crime, Competition, and International Trade and Customs teams

Section 301: Public contribution period remains open for companies regarding potential trade actions against Brazil

On July 15, 2025, the Office of the United States Trade Representative (“USTR”) formally initiated an investigation under Section 301 of the Trade Act of 1974 to examine whether certain acts, policies, and practices by Brazil are discriminatory or restrictive to U.S. companies and workers.

Issues under review include environmental concerns, intellectual property rights, preferential tariffs, and – most notably – the erosion of anti-corruption policies in the country.

According to the USTR, there are indications that Brazil’s integrity mechanisms have been losing effectiveness in sensitive areas. The USTR’s key concerns include:

• Lack of transparency in leniency agreements, which are entered into without clear criteria or adequate public disclosure;
• Conflicts of interest in judicial decisions, raising concerns about the impartiality of the judicial system; and
• Annulment of high-profile convictions for corruption and money laundering, widely interpreted as an institutional setback.

This investigation may result in unilateral trade actions by the United States, including the imposition of supplemental import tariffs, quantitative restrictions, and non-tariff barriers on Brazilian products. As such, the outcome could affect the competitiveness of Brazil’s export industry in the U.S. market, potentially disrupting exports, reducing revenues, causing market losses, trade diversion, and negative impacts on employment, global value chains, and bilateral investment flows.

In addition, for Brazilian companies, this landscape highlights the strategic importance of reinforcing their commitment to good governance, transparency, and regulatory compliance – not only as a legal obligation, but as a competitive advantage and a source of resilience in global markets.

Contributions, as well as any requests to participate in the public hearing, including a summary of statements, will be accepted by August 18, 2025. Companies may also consider additional measures to mitigate potential risks in the long term.

For more information, please access the full article. 

Compliance And Investigations

Faria Lima initiates risk assessment of organized crime infiltration in investment deals

The growing sophistication of criminal factions and their infiltration into strategic sectors of the economy have raised concerns among entrepreneurs, fund managers, and financial market representatives in São Paulo’s Faria Lima district. Organizations such as Primeiro Comando da Capital (“PCC”) and Comando Vermelho (“CV”) have been considered in investment risk analyses, following evidence of their involvement in sectors such as public transportation, real estate, fuel distribution, healthcare, services, and even finance – through the establishment of companies, participation in public tenders, and the use of fintechs and investment funds.

Investigations reveal that these factions have been exploiting legal and regulatory loopholes to operate under the guise of legitimacy. Cases such as the “End of the Line” Operation – which uncovered PCC involvement in public transportation companies in São Paulo – and reports of opaque corporate structures used to conceal the illicit origin of funds have drawn the attention of authorities and financial institutions. The Brazilian Federation of Banks (FEBRABAN), for instance, has advocated for bringing forward the deadline for fintechs to comply with the Central Bank of Brazil (“BC”) regulations as a means of mitigating money-laundering risks.

From a compliance perspective, this scenario underscores the importance of conducting thorough due diligence processes, with a focus on corporate structure, source of funds, and the reputational background of third parties. In addition, it highlights the need for ongoing enhancement of internal governance and integrity mechanisms, particularly in sectors more exposed to regulatory or operational risks.

For more information, please access the full article.

Brazil’s Federal Prosecution Office approves leniency agreement with multinational company Trafigura

On July 16, 2025, Brazil’s Federal Prosecution Office (“MPF”) approved a leniency agreement with the commodities multinational company Trafigura Beheer BV, valued at BRL 435 million. The amount includes compensation to the Federal Government and Petrobras, along with a fine for corrupt practices related to fuel oil purchase and sale contracts with the Brazilian state-owned company.

The investigations, launched in 2018, uncovered the payment of undue advantages to public officials between 2003 and 2014, carried out through schemes designed to evade detection. The company acknowledged responsibility for the conduct of its representatives and pledged to continue cooperating with the authorities.

The agreement was signed in the presence of the Brazilian Office of the Comptroller-General (“CGU”), which assessed the company’s integrity program. As part of its commitment, Trafigura is expected to continue strengthening its governance and compliance practices, both in its commercial operations and in its Brazilian subsidiaries.

In connection with the same facts, Trafigura also entered into an agreement with U.S. authorities in March 2024. The case reinforces the importance of international cooperation in corruption investigations and highlights the role of leniency agreements as tools for promoting accountability and encouraging the adoption of effective corporate integrity mechanisms.

For more information, please access the full article.

Brazil’s MPF denounces money-laundering scheme that defrauded Petrobras pension fund

On July 03, 2025, Brazil’s MPF charged 19 individuals for participating in a criminal organization responsible for orchestrating a corruption and money-laundering scheme worth millions of reais involving Petros, the Petrobras-linked pension fund.

According to the investigation, which stemmed from an operation launched in 2010, a BRL 280 million real estate transaction was used as a front to divert funds and conceal millions of reais of illicit origin, including through offshore accounts. The transaction allegedly served as a pretext for paying bribes disguised as commissions, amounting to 8% of its total value.

According to the indictment, the purchase of industrial warehouses in the countryside of São Paulo was authorized by a former Petros manager, in collaboration with private operators. The MPF identified four distinct groups operating within the criminal organization, responsible for orchestrating fraudulent contracts, conducting illicit financial transactions, and concealing misappropriated funds – primarily in offshore accounts in Switzerland.

In addition to charges of money laundering and involvement in a criminal organization, the case also includes conduct classified as reckless management of a financial entity – that is, administrative decisions jeopardizing the institution’s financial stability. Although some of the offenses are already time-barred, criminal proceedings remain valid for those crimes for which prosecution is still legally permissible.

In addition, the MPF has requested BRL 30 million in compensation for collective moral damages, to be allocated to Petros as a means of restoring trust among beneficiaries and reinforcing the stability of the pension system.

For more information, please access the full article.

Penal Empresarial

Bill against organized crime published in Brazil

On July 1, 2025, Bill No. 2646/2025 was submitted to the Committee for Public Security and Fight Against Organized Crime (CSPCCO) of the Brazilian House of Representatives.

Bill No. 2646/2025 addresses crimes committed by criminal organizations operating in major sectors of the economy, establishes measures for preventing and remedying crimes committed by such organizations, and seeks to curb illegal practices in the public and private sectors. Among the key groups addressed in the bill is the fuel sector, which is often burdened by tax evasion and fuel adulteration.

The bill was drafted with the support of listed companies in Brazil, which aim to recover economic assets and funds derived from economic activity swiftly.

At its core, the bill proposes filing criminal charges for participation in organized crime in order to simplify and expedite the seizure of assets obtained through illegal activities. In the event of a conviction, all assets whose origin cannot be proven as lawful must be forfeited.

Another foundation of the bill is imposing harsher penalties. Bill No. 2646 stipulates that leaders of criminal factions “that impact the Brazilian prison system” must serve their sentences in a closed regime. For other convictions, the bill raises the requirements for sentence progression.

For more information, access the full report.

Brazil’s Green Party challenges Clean Company Act provision on corporate sanctions

On July 15, 2025, Brazil’s Green Party (Partido Verde, or PV) challenged a provision of the Clean Company Act (Law No. 12,846/2013) through a direct action for the declaration of unconstitutionality filed before the Federal Supreme Court of Brazil (“STF”). The Brazilian party claims that such provision enables double punishment against companies involved in practices deemed contrary to public interest.

The provision in question is Article 29, which states that: “… the provisions of this Law do not exclude the powers of the Administrative Council for Economic Defense, the Ministry of Justice, and the Ministry of Finance to prosecute and rule on acts that constitute violations against the economic order.”  The Green Party argues that this article authorizes different authorities to impose separate penalties on the same company for the same conduct.

The party therefore requests that the STF interpret the law so as to prevent multiple sanctions, emphasizing that once a conduct has been reviewed and sanctioned by an authority, others may not impose additional penalties to punish the same conduct. Reporting Justice Luiz Fux has yet to rule on the matter.

For more information, access the full report.

COAF releases new Integrated Management Report

Brazil’s Council for Financial Activities Control (“COAF”) published its 2024 Integrated Management Report, highlighting an increase of more than 10% in the exchange of financial intelligence information with national authorities. Interactions rose from 22,905 (2023) to 25,271 in the last year, substantiating the expanded role played by COAF in the fight against money laundering, terrorist financing, and the proliferation of weapons of mass destruction.

According to COAF President Ricardo Liáo, the authority focused on a stronger risk-based approach (RBA) with special attention to trending topics such as virtual assets, fixed-odds betting, and environmental crimes. These initiatives reflect COAF’s commitment to modernizing its procedures and adapting to new setups within the financial system.

Internationally, COAF engaged consistently with authorities such as the Financial Action Task Force (FATF), the Financial Action Task Force of Latin America (GAFILAT), the Egmont Group, and the National Strategy for Combating Corruption and Money Laundering (ENCCLA). Highlights include the update of the National Risk Assessment (ANR) and the development of the national action plan resulting from Brazil’s 4th Round of Mutual Evaluation.

Additionally, COAF has progressed significantly in its oversight role. Within the scope of administrative sanctioning proceedings (PAS), the authority applied fines amounting to BRL 44.2 million on individuals and legal entities, reinforcing the effectiveness of its control measures.

Internally, COAF consolidated its technical and operational autonomy through management and governance improvements. Notable developments include the publication of a new internal regulation, the creation of an Ethics Committee, and the evaluation of Ombudsman activities by the Brazilian Office of the Comptroller-General (CGU). The Federal Court of Accounts (TCU) also conducted audits on information security and anti-money laundering measures related to sports betting.

For more information, access the full report.

Civil dispute over tax debt may justify suspension of criminal proceedings

The Superior Court of Justice (“STJ”) recently ruled on the interlocutory appeal to Special Appeal No. 2,667,847/RS, establishing that the existence of a legitimate dispute over the enforceability or amount of a tax debt—in the civil sphere—may justify the suspension of the corresponding criminal proceedings.

The reporting Justice, Carlos Cini Marchionatti (visiting judge from the Court of Appeals of Rio Grande do Sul), emphasized that “the suspension of criminal proceedings due to a civil dispute over the tax debt is admissible, provided that the civil claim is plausible and may have repercussions on the criminal sphere, and such a measure is at the judge’s discretion, pursuant to Article 93 of the Code of Criminal Procedure.”

In this case, the civil action presented concrete evidence of a potential reduction in the debt, which could enable payment and, consequently, the extinction of criminal liability.

Therefore, the STJ ruled that criminal proceedings may be suspended when the civil claim has the potential to affect the characterization of the offense or the criminal consequences of the conduct.

For more information, access the STJ platform.

STJ bars victim’s counsel from appealing to convict defendant for a crime not charged

The Fifth Panel of the STJ ruled that a victim’s assistant to the prosecution does not have standing to file an appeal seeking the defendant’s conviction for a crime different from the one charged in the indictment.

The Federal Prosecutor’s Office charged the defendant with three traffic violations, one of which was involuntary manslaughter while driving under the influence of alcohol. The defendant was convicted, and the victim’s counsel appealed, requesting that the case be tried by a jury on the grounds that the accident involved assumption of risk. This, however, would change the violation and the respective trial procedure.

The reporting Justice, Ribeiro Dantas, stated that appeals filed by the victim’s assistant to the prosecution must align with the charges brought in the indictment. “If the defendant is convicted of the offense specified in the indictment, the victim’s assistant to prosecution does not have standing to appeal seeking a conviction for a different offense,” he said.

For more information, access the full report.

Concorrencial

CADE prioritizes the fuel market for the 2025-2026 biennium

On July 23, 2025, Brazil’s Administrative Council for Economic Defense (“CADE”) published Ordinance No. 379/2025, establishing the liquid fuels market as a priority for 2025 and 2026. This measure aims to intensify free competition and fight against anticompetitive practices in the sector.

The new institutional initiative provides for coordinated actions among various departments within CADE, as well as partnerships with the Federal Police (“PF”), the Federal Office of the Attorney-General (“AGU”), and the Ministry of Mines and Energy (“MME”). A public hearing on this matter is also scheduled for 2025.

The fuel sector has been the authority’s focus in recent years and, in July 2025, seven fuel station chains were convicted for forming a cartel in Brazil’s Federal District, with fines totaling BRL 155 million. Since 2013, 26 fuel cartel cases have been ruled, resulting in 18 convictions and over BRL 755 million in sanctions.

For more information, access Ordinance No. 379/2025.

Technical Cooperation Agreement between CADE and the Labor Prosecutor’s Office strengthens fight against cartels affecting labor relations

CADE and the Labor Prosecutor’s Office (“MPT”) have entered into a Technical Cooperation Agreement (“ACT”) aiming at enhancing efforts to suppress anticompetitive conduct, with repercussions on labor relations.

The five-year cooperation agreement provides for the joint development of investigative methodologies, coordinated field operations, and technical workshops aimed at preventing fraud – such as the misuse of contracts to circumvent labor legislation –, as well as integrated actions and training initiatives among the agencies involved.

For more information, access the ACT.

Pharmaceutical Market: CADE refines definition of relevant market and prepares for new challenges

On June 30, 2025, CADE released the 22nd edition of the CADE Reports (Cadernos do Cade) series, dedicated to the human-use pharmaceutical manufacturing market. The publication systematizes the authority’s case law on merger control and anticompetitive conduct in the sector, highlighting the refinement of the definition of “relevant market”. Such redefinition now jointly considers the Anatomical Therapeutic Chemical (ATC) classification, as well as therapeutic indication, and prescription type.

The study also highlights technological trends with potential impacts on the competitive landscape. Artificial intelligence has been employed in discovering new medicines, designing clinical trials, and personalizing treatments, which can reshape innovation dynamics and the market structure. Blockchain technology contributes for tracing and securing the supply chain, while additive manufacturing – such as 3D printing – enables the personalized production of medicines, with potential effects on entry barriers and rivalry.

Within this context, CADE is expected to face increasing challenges in analyzing market structures that are even more dynamic and technologically complex. The incorporation of forward-looking analyses, the strengthening of discussions with regulatory agencies, and the continuous monitoring of innovations will be essential to ensure the effectiveness of the competition policy within the pharmaceutical sector.

For more information, access the CADE Report.

UN to debate international resolution on product safety and competition

Brazil supports a new resolution proposed by the United Nations (“UN”) aimed at strengthening consumer product safety and promoting fairer competition in the global market. The initiative, which will be discussed during the 80th Session of the UN General Assembly, in September 2025, proposes that all products — including second-hand and online-traded goods — be safe throughout their entire life cycle. The text stems from discussions led by the United Nations Conference on Trade and Development (“UNCTAD”) and was endorsed at the 9th UN Conference on Competition and Consumer Protection, held in Geneva.

If approved, the resolution could serve as a reference for developing public policies and regulatory frameworks that integrate the principles of competition law and consumer protection. Some of the recommendations include the creation of recall systems, whistleblower channels, and mechanisms for international cooperation.

International Trade and Customs

MERCOSUR expands National List of Exceptions to the Common External Tariff

On June 25, 2025, the MERCOSUR Common Market Council (CMC) signed an agreement (Decisão CMC 1/25) that allows member States of the bloc to incorporate up to 50 tariff codes into the National List of Exceptions to the Common External Tariff (in Portuguese, “LETEC”).

LETEC is a strategic mechanism that allows MERCOSUR countries to impose Import Tax rates distinguished from those established under the Common External Tariff (CET).  This instrument gives MERCOSUR countries leeway to either increase or reduce tariffs according to their respective commercial and economic interests.

Access our client alert in full.

U.S. President imposes 40% tariff on Brazilian goods: Key exceptions and rules explained

On July 30, 2025, the U.S. President issued an executive order imposing a 40% tariff on specific Brazilian products and outlining procedures for its implementation.

The tariffs take effect seven days after the issuance of the order – that is, on August 06, 2025 – and are subject to important exceptions and specific rules, as outlined below:

• Exemptions: The tariff does not apply to the products listed in Annex I of the executive order. Among the exempt items are certain types of silicon metal, pig iron, civil aircraft and their parts, metallurgical alumina, tin ore, cellulose, precious metals, energy products, and fertilizers.
• Goods in Transit: Products that were shipped and already in transit to the United States before the tariff takes effect – and that are cleared through customs by October 05, 2025 – are also exempt from the additional tariff.
• Tariff Accrual: The 40% rate applies in addition to existing tariffs, fees, or charges, except in cases governed by specific measures under Section 232 of the Trade Expansion Act of 1962, to which the additional tariff does not apply.

The measure also authorizes adjustments in response to potential retaliatory measures by Brazil.

Access the executive order of the White House in full.